As filed with  the Securities and Exchange Commission on  March 21, 2013
 
Registration No. 333-_____
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
                                                                                     
 
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
                          
 
Keppel Corporation Limited
(Exact name of issuer of deposited securities as specified in its charter)
                          
 
[N/A]
(Translation of issuer’s name into English)
                          

Republic of Singapore
(Jurisdiction of incorporation or organization of issuer )
                                                                                     

CITIBANK, N.A.
(Exact name of depositary as specified in its charter )
                          

399 Park Avenue
New York, New York  10043
(877) 248 - 4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
                          

Michael Holcomb
President/Director
Keppel Marine Agencies, Inc. (Texas Office)
5177 Richmond Avenue, Suite 1065
Houston, Texas  77056, USA
Telephone No.:  (713) 600-8371
(Address, including zip code, and telephone number, including area code, of agent for service)
                                                                                     

Copies to:
 
Herman H. Raspé, Esq.
Patterson Belknap Webb & Tyler LLP
1133 Avenue of the Americas
New York, New York  10036
                                                                                     
 
It is proposed that this filing become effective under Rule 466:
 
   
 o      on (Date) at (Time).
 
If a separate registration statement has been filed to register the deposited shares, check the following box:  o
                                                                                     
 
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered
Proposed Maximum
Offering Price Per Unit*
Proposed Maximum
Aggregate Offering Price**
Amount of
Registration Fee
American Depositary Shares (“ ADSs ”), each representing  the right to receive two (2) Ordinary Shares of Keppel Corporation Limited
50,000,000 ADSs
$5.00
$2,500,000.00
$341.00
 
*
Each unit represents 100 American Depositary Shares.
 
**
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares.
 
 
 
 
 
 
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
 
 
 
ii
 
 
PART I
 
INFORMATION REQUIRED IN PROSPECTUS
 
Cross Reference Sheet
 
Item 1.   DESCRIPTION OF SECURITIES TO BE REGISTERED
 
Item Number and Caption  
Location in Form of American
Depositary Receipt (“ Receipt ”)
Filed Herewith as Prospectus
       
1.   
Name of Depositary and address of its principal executive office
 
Face of Receipt -  Introductory Article; Bottom of front page.
         
2.
Title of Receipts and identity of deposited securities
 
Face of Receipt   - Top Center.
     
Terms of Deposit:
   
         
  (i)      
The amount of deposited securities represented by one American Depositary Share ("ADSs")
 
Face of Receipt   - Upper right corner.
         
  (ii)
The procedure for voting, if any, the deposited securities
 
Reverse of Receipt   - Paragraphs (12) and (13).
         
  (iii)
The collection and distribution of dividends
 
Reverse of Receipt - Paragraphs (11) and (12).
         
  (iv)
The transmission of notices, reports and proxy soliciting material
 
Reverse of Receipt - Paragraphs (13) and (15).
         
  (v)
The sale or exercise of rights
 
Reverse of Receipt – Paragraphs (11) and (12).
         
  (vi)
The deposit or sale of securities resulting from dividends, splits or plans of reorganization
 
Reverse of Receipt - Paragraph (14).
         
  (vii)
Amendment, extension or termination of the deposit agreement
 
Reverse of Receipt - Paragraphs (19) and (20) (no provision for extensions).
         
  (viii)
Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs
 
Reverse of Receipt - Paragraph (15).
 
 
I-1
 
 
Item Number and Caption
 
Location in Form of American
Depositary Receipt (“ Receipt ”)
Filed Herewith as Prospectus
         
 
(ix)
  		Restrictions upon the right to deposit or withdraw the underlying securities  
Face of Receipt – Paragraphs (2), (3), (4), (5), (6), (7) and (9).
         
  (x)     
Limitation upon the liability of the Depositary
 
Reverse of Receipt - Paragraph (17).
         
3.   
Fees and charges which may be imposed directly or indirectly on holders of ADSs
 
Face of Receipt - Paragraph (6).
       
       
Item 2.   AVAILABLE INFORMATION
 
Face of Receipt - Paragraph (10).
 
The Company publishes the information contemplated in Rule 12g3-2(b)(2)(i) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”) on its internet website or through an electronic information delivery system generally available to the public in the Company’s primary trading market.  As of the date hereof the Company’s internet website is www.kepcorp.com.  The information so published by the Company may not be in English, except that the Company is required, in order to maintain its exemption from the Exchange Act reporting obligations pursuant to Rule 12g3-2(b), to translate such information into English to the extent contemplated in Rule 12g3-2(b).  The information so published by the Company cannot be retrieved from the internet website of United States Securities and Exchange Commission (the “Commission”), and cannot be inspected or copied at the public reference facilities maintained by the Commission located (as of the date of the Deposit Agreement) at 100 F Street, N.E., Washington, D.C. 20549.
  
 
I-2
 
 
 
PROSPECTUS
 
The Prospectus consists of the proposed form of American Depositary Receipt filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.
 
 
 
I-3
 
 
PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 3.   EXHIBITS
 
 
(a)
i)
Form of Receipt – Filed herewith as Exhibit (a)(i).
 
 
(ii)
Deposit Agreement, dated as of May 31, 1989 (“ Deposit Agreement ”), by and among Keppel Corporation Limited, Citibank, N.A., as depositary (the “ Depositary ”), and all Holders of American Depositary Receipts   issued thereunder.   ___ Filed herewith as Exhibit (a)(ii).
 
 
(b)
Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby.   ___ None.
 
 
(c)
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years.   ___ None.
 
 
(d)
Opinion of counsel for the Depositary as to the legality of the securities to be registered.   ___ Filed herewith as Exhibit (d).
 
 
(e)
Certificate under Rule 466.   ___ Filed herewith as Exhibit (e).
 
 
(f)
Powers of Attorney for certain officers and directors and the authorized representative of the Company.   ___ Set forth on the signature pages hereto.
 
 
 
II-1
 
 
Item 4.  UNDERTAKINGS
 
 
(a)
The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
 
 
(b)
If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request.  The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.
 
 
 
II-2
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of May 31, 1989, by and among Keppel Corporation Limited, Citibank, N.A., as depositary, and all Holders of American Depositary Receipts   issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 21st day of March, 2013.
 
 
Legal entity created by the Deposit Agreement under which the American Depositary Receipts evidencing   American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive two (2) Ordinary Shares of Keppel Corporation Limited .
 
CITIBANK, N.A., solely in its capacity as Depositary
 
     
       
 
By: 
/s/ Thomas Crane
 
    Name: 
Thomas Crane
 
    Title: Vice President  
       
 
 
II-3
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, Keppel Corporation Limited certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the Republic of Singapore on March 21, 2013.
 
 
KEPPEL CORPORATION LIMITED
 
       
 
By: 
/s/ Loh Chin Hua
 
    Name: 
Loh Chin Hua
 
    Title:
Chief Financial Officer
 
       
 
 
II-4
 
 
POWERS OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Loh Chin Hua to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on March 21, 2013.
 
Signature
 
Title
     
/s/ Lee Boon Yang
 
Director
Lee Boon Yang
   
     
/s/ Choo Chiau Beng
 
Chief Executive Officer and Director
Choo Chiau Beng
 
(Principal Executive Officer)
     
/s/ Tony Chew Leong-Chee
 
Director
Tony Chew Leong-Chee
   
     
/s/ Oon Kum Loon
 
Director
Oon Kum Loon
   
 
 
II-5
 
 
Signature
 
Title
     
/s/ Tow Heng Tan
 
Director
Tow Heng Tan
   
     
/s/ Alvin Yeo Khirn Hai
 
Director
Alvin Yeo Khirn Hai
   
     
/s/ Tan Ek Kia
 
Director
Tan Ek Kia
   
     
/s/ Danny Teoh
 
Director
Danny Teoh
   
     
/s/ Tan Puay Chiang
 
Director
Tan Puay Chiang
   
     
/s/ Teo Soon Hoe
 
Director
Teo Soon Hoe
   
     
/s/ Tong Chong Heong
 
Director
Tong Chong Heong
   
     
/s/ Loh Chin Hua
 
Chief Financial Officer
Loh Chin Hua
 
(Principal Financial Officer)
 
 
II-6
 
 
Signature
 
Title
     
/s/ Paul Tan
 
Group Controller
Paul Tan
 
(Principal Accounting Officer/Controller)
     
Authorized Representative in the U.S.
 
/s/ Michael Holcomb
 
President/Director
Michael Holcomb
   
 
 
II-7
 
 
Index to Exhibits
 
Exhibit
Document
Sequentially
Numbered Page
(a)(i)
Form of Receipt
 
(a)(ii)
Deposit Agreement
 
(d)
Opinion of counsel to the Depositary
 
(e)
Certification under Rule 466
 
     
     
     

 
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